The defendant entered into a five year solus tie agreement with the plaintiff which required the defendant before completing any sale or transfer of the garage or its business to notify Esso and procure such person to enter into a direct agreement with Esso in the same terms as the agreement between Esso and the defendant. During the continuation of the tie, another company acquired the shares in the defendant and procured it to transfer the garage to its own subsidiary without notice to Esso or procuring its subsidiary to enter into a direct agreement with Esso. Esso instituted proceedings against Impact and its subsidiary and sought a mandatory injunction requiring the subsidiary to retransfer the garage to Kingswood.
Held: The claim succeeded. If Esso had known the facts before the transfer had been completed it could have got injunctions restraining completion unless and until the transferee entered into the direct agreement with Esso which the tie required. He recorded the argument that it was now too late for the court to do anything about it. He rejected this submission. ‘There could be no clearer case than the present of an interference, namely, by Impact Holdings and Impact Motor as soon as they had control and were in a position to interfere, which procured not merely a prevention or hindrance to Kingswood in the performance of their obligations, but procured a direct breach by Kingswood of their contractual obligations. The interference was plainly deliberate and plainly direct.’ and ‘I am not asked to enforce an equitable doctrine which makes some party not privy to a contract nevertheless liable in certain circumstances to perform that contract. I am asked to enforce the personal liability incurred by a tortfeasor to undo the consequences of his tort which could have been restrained before it was committed. In a proper case, I ask myself: what reason can there be in principle why the tortfeasor should not be ordered to undo that which he has done?’
Judges:
Bridge J
Citations:
[1974] QB 142
Citing:
Cited – Torquay Hotel v Cousins CA 17-Dec-1968
The plaintiff contracted to buy oil for his hotel from Esso. Members of the defendant trades union blocked the deliveries of oil by Esso to the Hotel because of a trade dispute they had with the management of the hotel. The hotel sued for an . .
Cited by:
Applied – Hemingway Securities Ltd v Dunraven Ltd and another ChD 16-Aug-1994
The lease contained a covenant against sub-letting. The tenant created a sub-lease in breach of that covenant and without the consent of the landlord.
Held: The head landlord was entitled to an injunction requiring the sub-tenant to surrender . .
Lists of cited by and citing cases may be incomplete.
Torts – Other
Updated: 30 April 2022; Ref: scu.216555